UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) July 20, 2005
-------------------
PubliCARD,
Inc.
-----------------------------------------------------------------------
(Exact
Name of Registrant as Specified in Its Charter)
| Pennsylvania |
0-29794
|
23-0991870
|
| (State or Other Jurisdiction |
(Commission
File
Number)
|
(I.R.S.
Employer
|
| of Incorporation) |
|
Identification
No.)
|
| One Rockefeller Plaza, 14th
Floor, |
|
| New
York, NY |
10020 |
| (Address of Principal Executive
Offices)
|
(Zip Code) |
| |
|
| Registrant's telephone number, including
area
code |
(212) 651-3102
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
May
28, 2002, a lawsuit was filed against PubliCARD,
Inc. (the “Company”)
and four of its current and former directors and executive officers in the
Superior Court of the State of California, in the County of Los Angeles by
Leonard M. Ross and affiliated entities alleging, among other things,
misrepresentation and securities fraud (the “Lawsuit”). The
plaintiffs
sought compensatory and punitive damages for alleged actions of the defendants
in order to induce the plaintiff to purchase, hold or refrain from
selling
shares of the Company’s common stock. The plaintiffs
alleged that the defendants made a series of material misrepresentations,
misleading statements, omissions and concealments, specifically and directly
to
the plaintiffs concerning the nature, existence and status of contracts with
certain purchasers, the nature and existence of investments in the Company
by
third parties, the nature and existence of business relationships and
investments by the Company.
In
November 2002, the Company and the individual defendants served with the
Lawsuit
filed a demurrer seeking the dismissal of six of the plaintiffs’ nine purported
causes of action. In January 2003, the court ruled in favor of the demurrer
and
dismissed the entire complaint. The plaintiffs were granted the right to
replead
and subsequently filed an amended complaint in February 2003. The Company
and
individual defendants filed a second demurrer in March 2003. In June 2003,
the
court ruled in favor of the demurrer and dismissed, without leave to amend,
six
of the eleven purported causes of action in the amended complaint. The parties
to the Lawsuit subsequently began the document discovery process and responded
to interrogatories.
The
parties to the Lawsuit agreed to engage in non-binding mediation and on July
20,
2005, reached an agreement to settle
the Lawsuit. Pursuant to this agreement, in exchange for a payment, the
plaintiffs have agreed to dismiss the case with prejudice and the parties
have
agreed to execute mutual general releases. The Company’s primary directors and
officers liability insurance carrier
has agreed to fund the full cost of the settlement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
PubliCARD,
Inc. |
| |
|
Registrant |
| |
|
|
|
|
| Date: July
26, 2005 |
By: |
/s/ Antonio
L. DeLise |
| |
Antonio
L. DeLise, President,
|
| |
Chief
Executive Officer, Chief Financial Officer |